Forty-Seventh Supplemental Indenture



 Exhibit 4.1 
  
  
  
 AVISTA CORPORATION

 TO 
 CITIBANK, N.A. 
 As Successor Trustee under 
 Mortgage and Deed of Trust, 
 dated as of June 1, 1939 
  
  
 Forty-seventh
Supplemental Indenture 
 Providing among other things for a series of bonds designated 
 “First Mortgage Bonds, Collateral Series 2009A” 
 Due April 5, 2011 
  
  
 Dated as of
November 1, 2009 
  
  
  







 FORTY-SEVENTH SUPPLEMENTAL INDENTURE 
 THIS INDENTURE, dated as of the 1st day of November, 2009, between AVISTA CORPORATION (formerly known as The
Washington Water Power Company), a corporation of the State of Washington, whose post office address is 1411 East Mission Avenue, Spokane, Washington 99202 (the “Company”), and CITIBANK, N.A., formerly First National City Bank (successor
by merger to First National City Trust Company, formerly City Bank Farmers Trust Company), a national banking association incorporated and existing under the laws of the United States of America, whose post office address is 388 Greenwich Street, 14
th Floor, New York, New York 10013 (the
“Trustee”), as Trustee under the Mortgage and Deed of Trust, dated as of June 1, 1939 (the “Original Mortgage”), executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in
accordance with the provisions thereof, this indenture (the “Forty-seventh Supplemental Indenture”) being supplemental to the Original Mortgage, as heretofore supplemented and amended. 
 WHEREAS pursuant to a written request of the Company made in accordance with Section 103 of the Original Mortgage, Francis M. Pitt
(then Individual Trustee under the Mortgage, as supplemented) ceased to be a trustee thereunder on July 23, 1969, and all of his powers as Individual Trustee have devolved upon the Trustee and its successors alone; and 
 WHEREAS by the Original Mortgage the Company covenanted that it would execute and deliver such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the purposes of the Original Mortgage and to make subject to the lien of the Original Mortgage any property thereafter acquired intended to be subject to the lien thereof; and 

WHEREAS the Company has heretofore executed and delivered, in addition to the Original Mortgage, the indentures supplemental thereto, and
has issued the series of bonds, set forth in Exhibit A hereto (the Original Mortgage, as supplemented and amended by the First through Forty-sixth Supplemental Indentures, being herein sometimes called the “Mortgage”); and 
 WHEREAS the Original Mortgage and the First through Forty-fifth Supplemental Indentures have been appropriately filed or recorded in various
official records in the States of Washington, Idaho, Montana and Oregon, as set forth in the First through Forty-sixth Supplemental Indentures and the Instrument of Further Assurance, dated December 15, 2001, hereinafter referred to; and

 WHEREAS the Forty-sixth Supplemental Indenture, dated as of September 1, 2009, has been appropriately filed or recorded
in the States of Washington, Idaho, Montana and Oregon, as set forth in Exhibit B hereto; and 
 WHEREAS for the purpose of
confirming or perfecting the lien of the Mortgage on certain of its properties, the Company has heretofore executed and delivered a Short Form Mortgage and Security Agreement, in multiple counterparts dated as of various dates in 1992, and such
instrument has been appropriately filed or recorded in the various official records in the States of Montana and Oregon; and 
  

 2 








 WHEREAS for the purpose of confirming or perfecting the lien of the Mortgage on certain of
its properties, the Company has heretofore executed and delivered an Instrument of Further Assurance, dated as of December 15, 2001, and such instrument has been appropriately filed or recorded in the various official records in the States of
Washington, Idaho, Montana and Oregon; and 
 WHEREAS in addition to the property described in the Mortgage the Company has
acquired certain other property, rights and interests in property; and 
 WHEREAS Section 120 of the Original Mortgage, as
heretofore amended, provides that, without the consent of any holders of bonds, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental to the Original Mortgage for various purposes set forth therein,
including, without limitation, to cure ambiguities or correct defective or inconsistent provisions or to make other changes therein that shall not adversely affect the interests of the holders of bonds of any series in any material respect or to
establish the form or terms of bonds of any series as contemplated by Article II. 
 WHEREAS Section 8 of the Original
Mortgage, as heretofore amended, provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of
Directors of the Company or by Treasurer’s Certificate, or shall be set forth in an indenture supplemental to the Original Mortgage; that the form of such series, as so established, shall specify the descriptive title of the bonds and various
other terms thereof; and that such series may also contain such provisions not inconsistent with the provisions of the Mortgage as the Company may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions
upon which such bonds are to be issued and/or secured under the Mortgage; and 
 WHEREAS the Company now desires to create a new
series of bonds; and 
 WHEREAS all corporate action necessary to authorize the execution and delivery by the Company of this
Forty-seventh Supplemental Indenture and the issuance by the Company of the Bonds of the Forty-seventh Series, hereinafter referred to, has been taken; and all things necessary to make this Forty-seventh Supplemental Indenture a valid, binding and
legal instrument have been performed; 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company, in consideration of the
premises and of other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, hereby confirms the estate, title and rights of the Trustee (including, without limitation, the lien of the Mortgage on the property
of the Company subjected thereto, whether now owned or hereafter acquired) held as security for the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage according to their tenor
and effect and the performance of all the provisions of the Mortgage and of such bonds, and, without limiting the generality of the foregoing, hereby confirms the grant, bargain, sale, release, conveyance, assignment, transfer, mortgage, pledge,
setting over and confirmation unto the Trustee, contained in the Mortgage, of all the following described properties of the Company, whether now owned or hereafter acquired, namely: 
  

 3 








 All of the property, real, personal and mixed, of every character and
wheresoever situated (except any hereinafter or in the Mortgage expressly excepted) which the Company now owns or, subject to the provisions of Section 87 of the Original Mortgage, may hereafter acquire prior to the satisfaction and discharge
of the Mortgage, as fully and completely as if herein or in the Mortgage specifically described, and including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general
description contained in Mortgage) all lands, real estate, easements, servitudes, rights of way and leasehold and other interests in real estate; all rights to the use or appropriation of water, flowage rights, water storage rights, flooding rights,
and other rights in respect of or relating to water; all plants for the generation of electricity, power houses, dams, dam sites, reservoirs, flumes, raceways, diversion works, head works, waterways, water works, water systems, gas plants, steam
heat plants, hot water plants, ice or refrigeration plants, stations, substations, offices, buildings and other works and structures and the equipment thereof and all improvements, extensions and additions thereto; all generators, machinery,
engines, turbines, boilers, dynamos, transformers, motors, electric machines, switchboards, regulators, meters, electrical and mechanical appliances, conduits, cables, pipes and mains; all lines and systems for the transmission and distribution of
electric current, gas, steam heat or water for any purpose; all towers, mains, pipes, poles, pole lines, conduits, cables, wires, switch racks, insulators, compressors, pumps, fittings, valves and connections; all motor vehicles and automobiles; all
tools, implements, apparatus, furniture, stores, supplies and equipment; all franchises (except the Company’s franchise to be a corporation), licenses, permits, rights, powers and privileges; and (except as hereinafter or in the Mortgage
expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature. 
 The property so conveyed or intended to be so conveyed under the Mortgage shall include, but shall not be limited to, the property set forth in Exhibit C hereto, the particular description of which is
intended only to aid in the identification thereof and shall not be construed as limiting the force, effect and scope of the foregoing. 
 TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions,
remainder and remainders and (subject to the provisions of Section 57 of the Original Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof. 
 THE COMPANY HEREBY CONFIRMS that, subject to the provisions of Section 87 of the Original Mortgage, all the property, rights, and
franchises acquired by the Company after the date thereof (except any hereinbefore or hereinafter or in the Mortgage expressly excepted) are and shall be as fully embraced within the lien of the Mortgage as if such property, rights and franchises
had been owned by the Company at the date of the Original Mortgage and had been specifically described therein. 
  

 4 








 PROVIDED THAT the following were not and were not intended to be then or now or hereafter
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed under the Mortgage and were, are and shall be expressly excepted from the lien and operation of the Mortgage namely: (l) cash, shares
of stock and obligations (including bonds, notes and other securities) not hereafter specifically pledged, paid, deposited or delivered under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the
purpose of sale in the usual course of business or for consumption in the operation of any properties of the Company; (3) bills, notes and accounts receivable, and all contracts, leases and operating agreements not specifically pledged under
the Mortgage or covenanted so to be; (4) electric energy and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; and (5) any
property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage in the above
subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event that the Trustee or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner
provided in Article XII of the Original Mortgage by reason of the occurrence of a Completed Default as defined in said Article XII. 
 TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company in the Mortgage as aforesaid, or intended so to
be, unto the Trustee, and its successors, heirs and assigns forever. 
 IN TRUST NEVERTHELESS, for the same purposes and upon
the same terms, trusts and conditions and subject to and with the same provisos and covenants as set forth in the Mortgage, this Forty-seventh Supplemental Indenture being supplemental to the Mortgage. 
 AND IT IS HEREBY FURTHER CONFIRMED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the
Mortgage shall affect and apply to the property in the Mortgage described and conveyed, and to the estates, rights, obligations and duties of the Company and the Trustee and the beneficiaries of the trust with respect to said property, and to the
Trustee and its successors in the trust, in the same manner and with the same effect as if the said property had been owned by the Company at the time of the execution of the Original Mortgage, and had been specifically and at length described in
and conveyed to said Trustee by the Original Mortgage as a part of the property therein stated to be conveyed. 
  

 5 








 The Company further covenants and agrees to and with the Trustee and its successor or
successors in such trust under the Mortgage, as follows: 
 ARTICLE I 
 Forty-seventh Series of Bonds 
 SECTION 1.(I) There shall be a series of bonds designated “Collateral Series 2009A” (herein sometimes referred to as the “Bonds of the Forty-seventh Series”), each of which shall also
bear the descriptive title First Mortgage Bond, and the form thereof, is set forth on Exhibit [D] hereto. Bonds of the Forty-seventh Series shall be issued as fully registered bonds in denominations of One Thousand Dollars and, at the
option of the Company, any amount in excess thereof (the exercise of such option to be evidenced by the execution and delivery thereof) and shall be dated as in Section 10 of the Original Mortgage provided. Each Bond of the Forty-seventh Series
shall mature on April 5, 2011 (or such later date to which such Stated Maturity shall have been extended as provided below) and shall bear interest, be redeemable and have such other terms and provisions as set forth below. 
 (II) The Bonds of the Forty-seventh Series shall have the following terms and characteristics: 
 (a) the Bonds of the Forty-seventh Series shall be initially authenticated and delivered under the Mortgage in the aggregate
principal amount of $75,000,000; 
 (b) the Bonds of the Forty-seventh Series shall bear interest at the rate of
eight per centum (8%) per annum; interest on such Bonds shall accrue from and including the date of the initial authentication and delivery thereof, except as otherwise provided in the form of Bond attached hereto as Exhibit D; interest on such
Bonds shall be payable on each Interest Payment Date and at Maturity (as each of such terms is hereinafter defined); and interest on such Bonds during any period less than one year for which payment is made shall be computed in accordance with the
Credit Agreement (as hereinafter defined); 
 (c) the principal of and premium, if any, and interest on each Bond
of the Forty-seventh Series payable at Maturity shall be payable upon presentation thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency as at the time of payment is legal tender
for public and private debts; and the interest on each Bond of the Forty-seventh Series (other than interest payable at Maturity) shall be payable directly to the registered owner thereof; 
 (d) the Bonds of the Forty-seventh Series shall not be redeemable, in whole or in part, at the option of the Company;

 (e)(i) the Bonds of the Forty-seventh Series are to be issued and delivered to the Administrative Agent (as
hereinafter defined) in order to provide the benefit of the lien of the Mortgage as security for the obligation of the Company under the Credit Agreement to pay the Obligations (as hereinafter defined), to the extent and subject to the limitations
set forth in clauses (iii) and (iv) of this subdivision; 
  

 6 








 (ii) upon the earliest of (A) the occurrence of an Event of Default
under the Credit Agreement, and further upon the condition that, in accordance with the terms of the Credit Agreement, the Commitments (as hereinafter defined) shall have been or shall have terminated and any Loans (as hereinafter defined)
outstanding shall have been declared to be or shall have otherwise become due and payable immediately and the Administrative Agent shall have delivered to the Company a notice demanding redemption of the Bonds of the Forty-seventh Series which
notice states that it is being delivered pursuant to Article VII of the Credit Agreement; (B) the occurrence of an Event of Default under clause (g) or (h) of Article VII of the Credit Agreement; and (C) the Stated
Maturity, then all Bonds of the Forty-seventh Series shall be redeemed or paid immediately at the principal amount thereof plus accrued interest to the date of redemption or payment; 
 (iii) the obligation of the Company to pay the accrued interest on Bonds of the Forty-seventh Series on any Interest Payment
Date prior to Maturity (a) shall be deemed to have been satisfied and discharged in full in the event that all amounts then due in respect of the Obligations shall have been paid or (b) shall be deemed to remain unsatisfied in an amount
equal to the aggregate amount then due in respect of the Obligations and remaining unpaid (not in excess, however, of the amount otherwise then due in respect of interest on the Bonds of the Forty-seventh Series); 
 (iv) the obligation of the Company to pay the principal of and accrued interest on Bonds of the Forty-seventh Series at or
after Maturity (x) shall be deemed to have been satisfied and discharged in full in the event that all amounts then due in respect of the Obligations shall have been paid or (y) shall be deemed to remain unsatisfied in an amount equal to
the aggregate amount then due in respect of the Obligations and remaining unpaid (not in excess, however, of the amount otherwise then due in respect of principal of and accrued interest on the Bonds of the Forty-seventh Series). 
 (v) the Trustee shall be entitled to presume that the obligation of the Company to pay the principal of and interest on the
Bonds of the Forty-seventh Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Administrative Agent, signed by an authorized officer
thereof, stating that the principal of and/or interest on the Bonds of the Forty-seventh Series has become due and payable and has not been fully paid, and specifying the amount of funds required to make such payment; 
 (f) no service charge shall be made for the registration of transfer or exchange of Bonds of the Forty-seventh Series;

 (g) in the event of an application by the Administrative Agent for a substituted Bond of the Forty-seventh
Series pursuant to Section 16 of the Original Mortgage, the Administrative Agent shall not be required to provide any indemnity or pay any expenses or charges as contemplated in said Section 16; and 
 (h) if the Expiration Date shall have been extended pursuant to Section 2.19 of the Credit Agreement, and if the Company
shall have furnished to the Trustee written evidence of such extension, executed by the Administrative Agent, the Stated Maturity shall, without further act, be deemed to have been extended to the Expiration Date (as so extended). 
  

 7 








 (i) the Bonds of the Forty-seventh Series shall have such other terms as are
set forth in the form of bond attached hereto as Exhibit D. 
 Anything in this Forty-seventh Supplemental Indenture or in the
Bonds of the Forty-seventh Series to the contrary notwithstanding, if, at the time of the Maturity of the Bonds of the Forty-seventh Series, the stated aggregate principal amount of such Bonds then Outstanding shall exceed the aggregate Commitments
(as hereinafter defined), the aggregate principal amount of such Bonds shall be deemed to have been reduced by the amount of such excess. 
 (III) For all purposes of this Article I, except as otherwise expressly provided or unless the context otherwise requires, the terms defined below shall have the meanings specified: 
 “Administrative Agent” means Union Bank, N.A., in its capacity as Administrative Agent under the Credit
Agreement. 
 “Bond Delivery Agreement” means the Bond Delivery Agreement, dated
November 25, 2009 between the Company and the Administrative Agent. 
 “Commitments” shall
have the meaning specified in the Credit Agreement. 
 “Credit Agreement” means the Credit
Agreement, dated as of November 25, 2009, among the Company, the banks party thereto, Chase Bank, N.A. and UBS Securities LLC, as Co-Documentation Agents, Wells Fargo Securities, LLC, as Syndication Agent, and the Administrative Agent.

 “Expiration Date” shall have the meaning specified in the Credit Agreement. 
 “Interest Payment Date” means March 31, June 30, September 30 and December 31.

 “Loans” shall have the meaning specified in the Credit Agreement. 
 “Maturity” means the date on which the principal of the Bonds of the Forty-seventh Series becomes due and
payable, whether at stated maturity, upon redemption or acceleration or otherwise. 
 “Obligations” shall have the meaning specified in the Bond Delivery Agreement. 
 “Stated Maturity” means April 5, 2011 or such later date to which such date shall have been extended as provided in subsection II(h) above. 
  


 8 








 A copy of the Credit Agreement is on file at the office of the Administrative Agent at 445
South Figueroa Street, Los Angeles, CA 90071 and at the office of the Company at 1411 East Mission Avenue, Spokane, WA 99202. 
 ARTICLE II 
 Outstanding Bonds 
 Upon the delivery of this Forty-seventh Supplemental Indenture, Bonds of the Forty-seventh Series in the aggregate principal amount of
$75,000,000 are to be issued and will be Outstanding, in addition to $1,471,700,000 aggregate principal amount of bonds of prior series Outstanding at the date of delivery of this Forty-seventh Supplemental Indenture (which amount excludes
$200,000,000 in aggregate principal amount of First Mortgage Bonds, Collateral Series 2008A, to be retired simultaneously with the issuance and delivery of the Bonds of the Forty-seventh Series); it being understood that, subject to the provisions
of the Mortgage, there shall be no limit upon the aggregate principal amount of Bonds of the Forty-seventh Series which may be authenticated and delivered hereunder. 
 ARTICLE III 
 Miscellaneous Provisions 
 SECTION 1. The terms defined in the Original Mortgage shall, for all purposes of this Forty-seventh Supplemental Indenture, have the
meanings specified in the Original Mortgage. 
 SECTION 2. The Trustee hereby confirms its acceptance of the trusts in the
Original Mortgage declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions in the Original Mortgage set forth, including the following: 
 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Forty-seventh
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. Each and every term and condition contained in Article XVI of the Original Mortgage shall apply to and form part of
this Forty-seventh Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this
Forty-seventh Supplemental Indenture. 
 SECTION 3. Whenever in this Forty-seventh Supplemental Indenture either of the parties
hereto is named or referred to, this shall, subject to the provisions of Articles XV and XVI of the Original Mortgage be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Forty-seventh
Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties,
whether so expressed or not. 
  

 9 








 SECTION 4. Nothing in this Forty-seventh Supplemental Indenture, expressed or implied, is
intended, or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of
this Forty-seventh Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Forty-seventh Supplemental Indenture contained by or on
behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage. 
 SECTION 5. This Forty-seventh Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all
of which shall constitute but one and the same instrument. 
 SECTION 6. The titles of the several Articles of this
Forty-seventh Supplemental Indenture shall not be deemed to be any part thereof. 
  
  
  

 10 








 IN WITNESS WHEREOF, on the 25th day of November, 2009, AVISTA CORPORATION has caused its corporate
name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Corporate Secretary or one of its Assistant Corporate Secretaries for and in its
behalf, all in The City of Spokane, Washington, as of the day and year first above written; and on the 25th day of November, 2009, CITIBANK, N.A., has caused its corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its President or one of its Vice Presidents or one of its Senior Trust Officers or one of its Trust Officers and its corporate seal to be attested by one of its Vice Presidents or one of its Trust Officers, all in The City of
New York, New York, as of the day and year first above written. 
  

			
	AVISTA CORPORATION
		
	By:	 	 /s/ Jason R. Thackston

	Name:	 	Jason R. Thackston
	Title:	 	Vice President


 Attest: 
  

			
	 /s/ Susan Y. Fleming

	Name:	 	Susan Y. Fleming
	Title:	 	Assistant Corporate Secretary
	
	Executed, sealed and delivered
	 by AVISTA CORPORATION in the presence of:

	
	 /s/ Ryan L. Krasselt

	Name:	 	Ryan L. Krasselt
	Title:	 	Treasury Financing Manager
	
	 /s/ Damien T. Lysiak

	Name:	 	Damien T. Lysiak
	Title:	 	Treasury Analyst

  

 11 









			
	CITIBANK, N.A., AS TRUSTEE
		
	By:	 	 /s/ Louis Piscitelli

	Name:	 	Louis Piscitelli
	Title:	 	Vice President


 Attest: 
  

			
	 /s/ John Hannon

	Name:	 	John Hannon
	Title:	 	Vice President
	
	Executed, sealed and delivered
	 by CITIBANK, N.A., as trustee, in the presence of:

	
	 /s/ Cirino Emanuele

	Name:	 	Cirino Emanuele
	Title:	 	Vice President
	
	 /s/ Marion O’Connor

	Name:	 	Marion O’Connor
	Title:	 	Vice President

  

 12 









			
	STATE OF WASHINGTON	 	)
		 	) ss.:
	COUNTY OF SPOKANE	 	)

 On the 25th day of November, 2009, before me personally appeared Jason R. Thackston, to me known to be a Vice
President of AVISTA CORPORATION, one of the corporations that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Corporation for the uses and purposes therein mentioned
and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said Corporation. 
 On the 25th
day of November, 2009, before me, Anita L. Swanson, a Notary Public in and for the State and County aforesaid, personally appeared Jason R. Thackston, known to me to be a Vice President of AVISTA CORPORATION, one of the corporations that executed
the within and foregoing instrument and acknowledged to me that such Corporation executed the same. 
 IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year first above written. 
  

	
	 /s/ Anita L. Swanson

	Notary Public
	
	Notary Public
	Anita L. Swanson
	State of Washington
	My Commission Expires
	June 17, 2013


  

 13 









			
	STATE OF NEW YORK	 	)
		 	) ss.:
	COUNTY OF NEW YORK	 	)

 On the 25th day of November, 2009, before me personally appeared Louis Piscitelli, to me known to be a Vice
President of CITIBANK, N.A., one of the corporations that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Corporation for the uses and purposes therein mentioned and on
oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said Corporation. 
 On the 25th
day of November, 2009, before me, a Notary Public in and for the State and County aforesaid, personally appeared Louis Piscitelli, known to me to be a Vice President of CITIBANK, N.A., one of the corporations that executed the within and foregoing
instrument and acknowledged to me that such Corporation executed the same. 
 IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year first above written. 
  

	
	 /s/ Zenaida Santiago

	Notary Public
	
	ZENAIDA SANTIAGO
	NOTARY PUBLIC – STATE OF NEW YORK
	No. 01SA6152564
	Qualified in Kings County
	Commission Expires September 18, 2010


  

 14 








 EXHIBIT A 
 MORTGAGE, SUPPLEMENTAL INDENTURES 
 AND SERIES OF BONDS

  

												
	 MORTGAGE OR
 SUPPLEMENTAL
	  	 	  	 SERIES
	  	PRINCIPAL
AMOUNT	  	PRINCIPAL
AMOUNT
	 INDENTURE
	  	 DATED AS OF
	  	 NO.
	  	 DESIGNATION
	  	ISSUED	  	 OUTSTANDING

	 Original
	  	June 1, 1939	  	1	  	3 1/2% Series due 1964	  	$	22,000,000	  	None
	 First
	  	October 1, 1952	  	2	  	3 3/4% Series due 1982	  	 	30,000,000	  	None
	 Second
	  	May 1, 1953	  	3	  	3 7/8% Series due 1983	  	 	10,000,000	  	None
	 Third
	  	December 1, 1955	  		  	None	  			  	
	 Fourth
	  	March 15, 1957	  		  	None	  			  	
	 Fifth
	  	July 1, 1957	  	4	  	4 7/8% Series due 1987	  	 	30,000,000	  	None
	 Sixth
	  	January 1, 1958	  	5	  	4 1/8% Series due 1988	  	 	20,000,000	  	None
	 Seventh
	  	August 1, 1958	  	6	  	4 3/8% Series due 1988	  	 	15,000,000	  	None
	 Eighth
	  	January 1, 1959	  	7	  	4 3/4% Series due 1989	  	 	15,000,000	  	None
	 Ninth
	  	January 1, 1960	  	8	  	5 3/8% Series due 1990	  	 	10,000,000	  	None
	 Tenth
	  	April 1, 1964	  	9	  	4 5/8% Series due 1994	  	 	30,000,000	  	None
	 Eleventh
	  	March 1,1965	  	10	  	4 5/8% Series due 1995	  	 	10,000,000	  	None
	 Twelfth
	  	May 1, 1966	  		  	None	  			  	
	 Thirteenth
	  	August 1, 1966	  	11	  	6    % Series due 1996	  	 	20,000,000	  	None
	 Fourteenth
	  	April 1, 1970	  	12	  	9 1/4% Series due 2000	  	 	20,000,000	  	None
	 Fifteenth
	  	May 1, 1973	  	13	  	7 7/8% Series due 2003	  	 	20,000,000	  	None
	 Sixteenth
	  	February 1, 1975	  	14	  	9 3/8% Series due 2005	  	 	25,000,000	  	None
	 Seventeenth
	  	November 1, 1976	  	15	  	8 3/4% Series due 2006	  	 	30,000,000	  	None
	 Eighteenth
	  	June 1, 1980	  		  	None	  			  	
	 Nineteenth
	  	January 1, 1981	  	16	  	14 1/8% Series due 1991	  	 	40,000,000	  	None
	 Twentieth
	  	August 1, 1982	  	17	  	15 3/4% Series due 1990-1992	  	 	60,000,000	  	None
	 Twenty-First
	  	September 1, 1983	  	18	  	13 1/2% Series due 2013	  	 	60,000,000	  	None
	 Twenty-Second
	  	March 1, 1984	  	19	  	13 1/4% Series due 1994	  	 	60,000,000	  	None

  

 A-1 









											
	 Twenty-Third
	  	December 1, 1986	  	20	  	9 1/4% Series due 2016	  	80,000,000	  	None
	 Twenty-Fourth
	  	January 1, 1988	  	21	  	10 3/8% Series due 2018	  	50,000,000	  	None
	 Twenty-Fifth
	  	October 1, 1989	  	22 23	  	 7 1/8% Series due 2013
 7 2/5% Series due 2016
	  	66,700,000
17,000,000	  	 None
 None

	 Twenty-Sixth
	  	April 1, 1993	  	24	  	 Secured Medium-Term Notes, Series A
 ($250,000,000 authorized)
	  	250,000,000	  	48,000,000
	 Twenty-Seventh
	  	January 1, 1994	  	25	  	 Secured Medium-Term Notes, Series B
 ($250,000,000 authorized)
	  	161,000,000	  	5,000,000
	 Twenty-Eighth
	  	September 1, 2001	  	26	  	Collateral Series due 2002	  	220,000,000	  	None
	 Twenty-Ninth
	  	December 1, 2001	  	27	  	7.75% Series due 2007	  	150,000,000	  	None
	 Thirtieth
	  	May 1, 2002	  	28	  	Collateral Series due 2003	  	225,000,000	  	None
	 Thirty-first
	  	May 1, 2003	  	29	  	Collateral Series due 2004	  	245,000,000	  	None
	 Thirty-second
	  	September 1, 2003	  	30	  	6.125% Series due 2013	  	45,000,000	  	45,000,000
	 Thirty-third
	  	May 1, 2004	  	31	  	Collateral Series due 2005	  	350,000,000	  	None
	 Thirty-fourth
	  	November 1, 2004	  	32	  	5.45% Series due 2019	  	90,000,000	  	90,000,000
	 Thirty-fifth
	  	December 1, 2004	  	33	  	Collateral Series 2004A	  	88,850,000	  	50,000,000
	 Thirty-sixth
	  	December 1, 2004	  	34 35	  	Collateral Series 2004B Collateral Series 2004C	  	66,700,000
17,000,000	  	 None
 None

	 Thirty-seventh
	  	December 1, 2004	  	36	  	Collateral Series 2004D	  	350,000,000	  	None
	 Thirty-eighth
	  	May 1, 2005	  	37 38	  	Collateral Series 2005B Collateral Series 2005C	  	66,700,000
17,000,000	  	66,700,000 None
	 Thirty-ninth
	  	November 1, 2005	  	39	  	6.25% Series due 2035	  	100,000,000
50,000,000	  	100,000,000 50,000,000
	 Fortieth
	  	April 1, 2006	  	40	  	Collateral Series due 2011	  	320,000,000	  	320,000,000
	 Forty-first
	  	December 1, 2006	  	41	  	5.70% Series due 2037	  	150,000,000	  	150,000,000

  

 A-2 









											
	 Forty-second
	  	April 1, 2008	  	42	  	5.95% Series due 2018	  	250,000,000	  	250,000,000
	 Forty-third
	  	November 1, 2008	  	43	  	Collateral Series 2008A	  	200,000,000	  	     200,000,000(1)
	 Forty-fourth
	  	December 1, 2008	  	44	  	7.25% Series due 2013	  	30,000,000	  	  30,000,000
	 Forty-fifth
	  	December 1, 2008	  	45	  	Collateral Series 2008B	  	17,000,000	  	  17,000,000
	 Forty-sixth
	  	September 1, 2009	  	46	  	5.125% Series due 2022	  	250,000,000	  	250,000,000

  

	(1)	 To be retired in
connection with the delivery of $75,000,000 of First Mortgage Bonds, Collateral Series 2009A. 


  

 A-3 








 EXHIBIT B 
 FILING AND RECORDING OF 
 FORTY-SIXTH SUPPLEMENTAL INDENTURE 

 FILING IN STATE OFFICES 
  

							
	 State
	 	 Office of
	 	 Date
	 	 Financing Statement
 Document Number

	 Washington
	 	Secretary of State	 	11/2/09	 	2009-308-8648-8
	 Idaho
	 	Secretary of State	 	10/22/09	 	B2009-1701123-2
	 Montana
	 	Secretary of State	 	11/2/09	 	576463162
	 Oregon
	 	Secretary of State	 	11/2/09	 	8391683

  

													
	 RECORDING IN COUNTY OFFICES
  

	 County
	 	 Office of
	 	 Real Estate Mortgage Records
	 	 Financing
 Statement
 Document
 Number

	 	 	 	 	 Date
	 	 Document
 Number
	 	 Book
	 	 Page
	 	 
	 Washington
 Adams
	 	Auditor	 	10/19/09	 	293478	 	N/A	 	N/A	 	N/A
	 Asotin
	 	Auditor	 	10/19/09	 	315703	 	N/A	 	N/A	 	N/A
	 Benton
	 	Auditor	 	10/19/09	 	2009-031124	 	N/A	 	N/A	 	N/A
	 Douglas
	 	Auditor	 	10/20/09	 	3138804	 	N/A	 	N/A	 	N/A
	 Ferry
	 	Auditor	 	10/19/09	 	275520	 	N/A	 	N/A	 	N/A
	 Franklin
	 	Auditor	 	10/20/00	 	1741417	 	N/A	 	N/A	 	N/A
	 Garfield
	 	Auditor	 	10/19/09	 	20090640	 	N/A	 	N/A	 	N/A
	 Grant
	 	Auditor	 	10/19/09	 	1262094	 	N/A	 	N/A	 	N/A
	 Klickitat
	 	Auditor	 	10/19/09	 	1085521	 	N/A	 	N/A	 	N/A
	 Lewis
	 	Auditor	 	10/19/09	 	3335325	 	N/A	 	N/A	 	N/A
	 Lincoln
	 	Auditor	 	10/21/09	 	20090453564	 	100	 	1507	 	N/A
	 Pend Oreille
	 	Auditor	 	10/20/09	 	20090303365	 	N/A	 	N/A	 	N/A
	 Skamania
	 	Auditor	 	10/21/09	 	2009174141	 	N/A	 	N/A	 	N/A
	 Spokane
	 	Auditor	 	10/19/09	 	5843586	 	N/A	 	N/A	 	N/A
	 Stevens
	 	Auditor	 	10/19/09	 	20090009286	 	N/A	 	N/A	 	N/A
	 Thurston
	 	Auditor	 	10/20/09	 	4116877	 	N/A	 	N/A	 	N/A
	 Whitman
	 	Auditor	 	10/19/09	 	695848	 	N/A	 	N/A	 	N/A
							
	 Idaho
 Benewah
	 	Recorder	 	10/19/09	 	255402	 	N/A	 	N/A	 	N/A
	 Bonner
	 	Recorder	 	10/20/09	 	781627	 	N/A	 	N/A	 	N/A
	 Boundary
	 	Recorder	 	10/19/09	 	244260	 	N/A	 	N/A	 	N/A
	 Clearwater
	 	Recorder	 	10/19/09	 	212839	 	N/A	 	N/A	 	N/A
	 Idaho
	 	Recorder	 	10/19/09	 	469253	 	N/A	 	N/A	 	N/A
	 Kootenai
	 	Recorder	 	10/19/09	 	2236888000	 	N/A	 	N/A	 	N/A
	 Latah
	 	Recorder	 	10/19/09	 	533191	 	N/A	 	N/A	 	N/A
	 Lewis
	 	Recorder	 	10/19/09	 	137817	 	N/A	 	N/A	 	N/A

  

 B-1 









													
	 RECORDING IN COUNTY OFFICES
  

	 County
	 	 Office of
	 	 Real Estate Mortgage Records
	 	 Financing
 Statement
 Document
 Number

	 	 	 	 	 Date
	 	 Document
 Number
	 	 Book
	 	 Page
	 	 
	 Nez Perce
	 	Recorder	 	10/19/09	 	774593	 	N/A	 	N/A	 	N/A
	 Shoshone
	 	Recorder	 	10/19/09	 	454215	 	N/A	 	N/A	 	N/A
							
	 Montana
 Big Horn
	 	Clerk & Recorder	 	10/20/09	 	341905	 	107	 	686	 	N/A
	 Broadwater
	 	Clerk & Recorder	 	10/19/09	 	162160	 	126	 	444	 	N/A
	 Golden Valley
	 	Clerk & Recorder	 	10/19/09	 	80131	 	M	 	14548	 	N/A
	 Meagher
	 	Clerk & Recorder	 	10/21/09	 	137182	 	N/A	 	N/A	 	N/A
	 Mineral
	 	Clerk & Recorder	 	10/19/09	 	105721	 	N/A	 	N/A	 	N/A
	 Rosebud
	 	Clerk & Recorder	 	10/20/09	 	105965	 	127	 	335	 	N/A
	 Sanders
	 	Clerk & Recorder	 	10/19/09	 	67467	 	N/A	 	N/A	 	N/A
	 Stillwater
	 	Clerk & Recorder	 	10/19/09	 	342119	 	N/A	 	N/A	 	N/A
	 Treasure
	 	Clerk & Recorder	 	10/19/09	 	80956	 	19	 	273	 	N/A
	 Wheatland
	 	Clerk & Recorder	 	10/19/09	 	105989	 	M	 	21285	 	N/A
	 Yellowstone
	 	Clerk & Recorder	 	10/19/09	 	3527991	 	N/A	 	N/A	 	N/A
							
	 Oregon
 Douglas
	 	Recorder	 	10/27/09	 	2009-018610	 	N/A	 	N/A	 	N/A
	 Jackson
	 	Recorder	 	10/29/09	 	2009-40365	 	N/A	 	N/A	 	N/A
	 Josephine
	 	Recorder	 	10/22/09	 	2009-016521	 	N/A	 	N/A	 	N/A
	 Klamath
	 	Recorder	 	10/27/09	 	2009-013870	 	N/A	 	N/A	 	N/A
	 Morrow
	 	Recorder	 	10/26/09	 	2009-24939	 	N/A	 	N/A	 	N/A
	 Union
	 	Recorder	 	10/26/09	 	20093917	 	N/A	 	N/A	 	N/A
	 Wallowa
	 	Recorder	 	10/29/09	 	62673	 	N/A	 	N/A	 	N/A

  

 B-2 








 EXHIBIT C 
 PROPERTY ADDITIONS 
 First 
 THE ADDITIONAL ELECTRIC SUBSTATIONS AND
SUBSTATION SITES OF THE COMPANY, in the States of Washington and Idaho, including all buildings, structures, towers, poles, equipment, appliances and
devices for transforming, converting and distributing electric energy, and the lands of the Company on which the same are situated and all of the Company’s real estate and interests therein, machinery, equipment, appliances, devices,
appurtenances and supplies, franchises, permits and other rights and other property forming a part of said substations or any of them, or used or enjoyed or capable of being used or enjoyed in connection with any thereof, including, but not limited
to, the following situated in the State of Idaho, to wit: 
  

	 	1.	Lewis County, Idaho: “Nez Perce 115kV Substation”; Property No. ID-3L-032; Grantor: Veta L. Carlson Trust.; Portion of NW/4 NW/4, located in Section 32,
Township 34 North, Range 2, East, B.M.. 

  

 C-1 








 EXHIBIT D 
 (Form of Bond) 
 This bond is non-transferable, except to a successor

 Administrative Agent under the Credit Agreement referred to herein). 
 AVISTA CORPORATION 
 First Mortgage Bond, 
 Collateral Series 2009A 
  

			
	 REGISTERED
	  	REGISTERED
		
	 NO.             
	  	$75,000,000

 AVISTA CORPORATION, a corporation of the State of Washington (hereinafter
called the Company), for value received, hereby promises to pay to 
 , as Administrative Agent under the Credit Agreement hereinafter referred
to or registered assigns on April 5, 2011 (or such later date to which such Stated Maturity shall have been extended as provided below) 
 DOLLARS 
 and to pay the registered owner hereof interest thereon from November __, 2009 in
arrears on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2008 (each such date being hereinafter called an “Interest Payment Date”) and at Maturity (as hereinafter
defined), at the rate of eight per centum (8%) per annum computed as provided in the Forty-seventh Supplemental Indenture hereinafter referred to, until the Company’s obligation with respect to the payment of such principal shall have been
discharged. The principal of and premium, if any, and interest on this bond payable at Maturity shall be payable upon presentation hereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal tender for public and private debts. The interest on this bond (other than interest payable at Maturity) shall be paid directly to the registered owner hereof. Interest
payable at Maturity shall be paid to the person to whom principal shall be paid. As used herein, the term “Maturity” shall mean the date on which the principal of this bond becomes due and payable, whether at stated maturity, upon
redemption or acceleration, or otherwise. 
 This bond is one of an issue of bonds of the Company issuable in series and is one
of a series known as its First Mortgage Bonds, Collateral Series 2009A, all bonds of all such series being issued and issuable under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of
the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of June 1, 1939, executed by the Company (formerly known as The Washington

  

 D-1 








 
Water Power Company) to City Bank Farmers Trust Company and Ralph E. Morton, as Trustees (Citibank, N.A., successor Trustee to both said Trustees). Such mortgage and deed of trust has been
amended and supplemented by various supplemental indentures, including the Forty-seventh Supplemental Indenture, dated as of November 1, 2009 (the “Forty-seventh Supplemental Indenture”) and, as so amended and supplemented, is herein
called the “Mortgage” . Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustee in respect thereof, the
duties and immunities of the Trustee and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. By its acceptance of this bond, the holder hereof is deemed to have
consented and agreed to all of the terms and provisions of the Mortgage. 
 The Mortgage may be modified or altered by
affirmative vote of the holders of at least 60% in principal amount of the bonds outstanding under the Mortgage, considered as one class, or, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected, then
such modification or alteration may be effected with the affirmative vote only of 60% in principal amount of the bonds outstanding of the series so to be affected, considered as one class, and, furthermore, for limited purposes, the Mortgage may be
modified or altered without any consent or other action of holders of any series of bonds. No modification or alteration shall, however, permit an extension of the Maturity of the principal of, or interest on, this bond or a reduction in such
principal or the rate of interest hereon or any other modification in the terms of payment of such principal or interest or the creation of any lien equal or prior to the lien of the Mortgage or deprive the holder of a lien on the mortgaged and
pledged property without the consent of the holder hereof. 
 The bonds of this series are not redeemable, in whole or in part,
at the option of the Company. 
 The bonds of this series have been issued and delivered to Union Bank of California, N.A., as
Administrative Agent under the Credit Agreement (as such terms are defined in the Forty-seventh Supplemental Indenture) in order to provide the benefit of the lien of the Mortgage as security for the obligation of the Company under the Credit
Agreement to pay the Obligations (as so defined), to the extent and subject to the limitations set forth below. 
 Upon the
earliest of (A) the occurrence of an Event of Default under the Credit Agreement, and further upon the condition that, in accordance with the terms of the Credit Agreement, the Commitments (as defined in the Forty-seventh Supplemental
Indenture) shall have been or shall have terminated and any Loans (as so defined) outstanding shall have been declared to be or shall have otherwise become due and payable immediately and the Administrative Agent shall have delivered to the Company
a notice demanding redemption of the bonds of this series which notice states that it is being delivered pursuant to Article VII of the Credit Agreement, (B) the occurrence of an Event of Default under clause (g) or (h) of Article VII
of the Credit Agreement, and (C) the Stated Maturity (as defined below), then all bonds of this series shall be redeemed or paid immediately at the principal amount thereof plus accrued interest to the date of redemption or payment. 

 

 D-2 








 The obligation of the Company to pay the accrued interest on bonds of this series on any
Interest Payment Date prior to Maturity (a) shall be deemed to have been satisfied and discharged in full in the event that all amounts then due in respect of the Obligations shall have been paid or (b) shall be deemed to remain
unsatisfied in an amount equal to the aggregate amount then due in respect of the Obligations and remaining unpaid (not in excess, however, of the amount otherwise then due in respect of interest on the bonds of this series). 
 The obligation of the Company to pay the principal of and accrued interest on bonds of this series at or after Maturity (x) shall be
deemed to have been satisfied and discharged in full in the event that all amounts then due in respect of the Obligations shall have been paid or (y) shall be deemed to remain unsatisfied in an amount equal to the aggregate amount then due in
respect of the Obligations and remaining unpaid (not in excess, however, of the amount otherwise then due in respect of principal of and accrued interest on the bonds of this series). 
 As used herein, “Stated Maturity” means April 5, 2011 or such later date to which such date shall have been extended as
provided in the Forty-seventh Supplemental Indenture. 
 Anything in this bond to the contrary notwithstanding, if, at the time
of the Maturity of the bonds of this series, the stated aggregate principal amount of such bonds then outstanding shall exceed the aggregate Commitments, the aggregate principal amount of such bonds shall be deemed to have been reduced by the amount
of such excess. 
 The principal hereof may be declared or may become due prior to the stated maturity date on the conditions,
in the manner and at the time set forth in the Mortgage, upon the occurrence of a Completed Default as in the Mortgage provided. 
 As provided in the Mortgage and subject to certain limitations therein set forth, this bond or any portion of the principal amount hereof will be deemed to have been paid if there has been irrevocably deposited with the Trustee moneys or
direct obligations of or obligations guaranteed by the United States of America, the principal of and interest on which when due, and without regard to any reinvestment thereof, will provide moneys which, together with moneys so deposited, will be
sufficient to pay when due the principal of and premium, if any, and interest on this bond when due. 
 The Mortgage contains
terms, provisions and conditions relating to the consolidation or merger of the Company with or into, and the conveyance or other transfer, or lease, of assets to, another corporation and to the assumption by such other corporation, in certain
circumstances, of all of the obligations of the Company under the Mortgage and on the bonds secured thereby. 
 This bond is
non-transferable except as required to effect transfer to any successor administrative agent under the Credit Agreement, any such transfer to be made at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon
surrender and cancellation of this bond, together with a written instrument of transfer whenever required by the Company duly executed by the registered owner or by its duly authorized attorney, and, thereupon, a new fully registered bond of the
same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment and for all other purposes. 
  

 D-3 








 In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof
for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations. 
 No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or
future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of
law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage. 
 This bond shall not become obligatory until Citibank, N.A.,
the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. 
 IN
WITNESS WHEREOF, AVISTA CORPORATION has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and
attested by its Corporate Secretary or one of its Assistant Corporate Secretaries by his signature or a facsimile thereof. 
 Dated: 

 

			
	AVISTA CORPORATION
		
	By:	 	  

	Name:	 	Jason R. Thackston
	Title:	 	Vice President


 ATTEST:
                             
  

 D-4 








 TRUSTEE’S CERTIFICATE 
 This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage. 
  

			
	 CITIBANK, N.A.
 Trustee

		
	By:	 	  

		 	Authorized Signatory


  

 D-5 








 ASSIGNMENT FORM 
 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 

			
		
	  
	 	
	
	[please insert social security or other identifying number of assignee]
		
	  
	 	
	
	[please print or typewrite name and address of assignee]
		
	  
	 	

 the within bond of AVISTA CORPORATION and does hereby irrevocably constitute and appoint
                    , Attorney, to transfer said bond on the books of the within-mentioned Company, will full power of substitution in the
premises. 
 Dated:
                     

					
			
		 	                                    	    	
			
		 		    	Notice: The signature to this assignment must correspond with the name as written upon the face of the bond in every particular without alteration or enlargement or any change
whatsoever.

  

 D-6